QuickLinks
 -- Click here to rapidly navigate through this document
 



































 



 
 

  Exhibit 10.45    
    


 
 

  FIRST AMENDMENT TO OFFICE LEASE    
    


        This FIRST AMENDMENT TO OFFICE LEASE ("First Amendment") is made and entered into as of
the 6 day of August 2008, by and between KILROY REALTY, L.P., a Delaware limited partnership ("Landlord"), and OMP, INC., a Delaware
corporation ("Tenant"). 


 
 

  RECITALS:    
    


        A.    Landlord
and Tenant entered into that certain Office Lease dated April 22, 2008 (the "Lease"), whereby Landlord
leases to Tenant and Tenant leases from Landlord approximately 30,884 rentable (28,806 usable) square feet of space commonly known as Suites 500 and 620 (the
"Premises") and located on the fifth and sixth floors of that building located at 3760 Kilroy Airport Way, Long Beach, California (the
"Building"), which Building is part of Phase II of that certain mixed-use project commonly known as Kilroy Airport Center Long Beach
("Project"). 


        B.    The
parties desire to confirm the delivery of the Premises to Tenant and document the Lease Commencement Date of the Lease, extend the Lease Term of the Lease, and
otherwise amend the Lease on the terms and conditions set forth in this First Amendment. 


 
 

  AGREEMENT:    
    


        NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 



        1.     Capitalized Terms.    All capitalized terms when used herein shall have the same respective meanings as are
given such terms in the Lease unless expressly provided otherwise in this First Amendment. 


        2.     Delivery of the Premises; Lease Commencement Date.    Landlord and Tenant acknowledge that Landlord delivered
possession of the Premises to Tenant on Tuesday, July 1, 2008, and that Tenant has accepted the same in accordance with the terms set forth in the Lease. Pursuant to the original terms of  Section 3.2 of the Summary of the Lease, which provided that the Lease Commencement Date shall be one hundred twenty (120) days following
the date on which Landlord delivers the Premises to Tenant, Landlord and Tenant hereby acknowledge and agree that the "Lease Commencement Date" shall be
Wednesday, October 29, 2008. 


        3.     Lease Term.    Notwithstanding the existing terms set forth in the Lease, Landlord and Tenant hereby agree to
extend the Lease Term from its current period of approximately seven (7) years, to a period of approximately ten (10) years. Accordingly, effective as of the date of this First
Amendment, Section 3 of the Summary of the Lease is hereby amended and restated in its entirety as follows: 



							
	"3.	 	Lease Term

(Article 2).
	 	 	 	 	 	 	 
	 	 	3.1	 	Length of Term:	 	Ten (10) years and two (2) days.
	 	 	3.2	 	Lease Commencement Date:	 	October 29, 2008.
	 	 	3.3	 	Lease Expiration Date:	 	October 31, 2018."





1







 

        4.     Base Rent.    Effective as of the date of this First Amendment,  Section 4 of the Summary of the Lease is hereby amended and restated in
its entirety as follows: 



							
	"4.	 	Base Rent

(Article 3):








														
	Period During

Lease Term



 
	 	Annual

Base Rent 	 	Monthly

Installment

of Base Rent 	 	Monthly

Rental Rate

per Rentable

Square Foot 	 	 
	 
	October 29, 2008—

October 31, 2009*	 	$	963,580.80	*	$	80,298.40	*	$	2.600	 	 	 	 
	November 1, 2009—

October 31, 2010	 	$	992,488.20	 	$	82,707.35	 	$	2.678	 	 	 	 
	November 1, 2010—

October 31, 2011	 	$	1,022,262.84	 	$	85,188.57	 	$	2.758	 	 	 	 
	November 1, 2011—

October 31, 2012	 	$	1,052,930.76	 	$	87,744.23	 	$	2.841	 	 	 	 
	November 1, 2012—

October 31, 2013	 	$	1,084,518.72	 	$	90,376.56	 	$	2.926	 	 	 	 
	November 1, 2013—

October 31, 2014	 	$	1,117,054.20	 	$	93,087.85	 	$	3.014	 	 	 	 
	November 1, 2014—

October 31, 2015	 	$	1,150,565.88	 	$	95,880.49	 	$	3.105	 	 	 	 
	November 1, 2015—

October 31, 2016	 	$	1,185,082.80	 	$	98,756.90	 	$	3.198	 	 	 	 
	November 1, 2016—

October 31, 2017	 	$	1,220,635.32	 	$	101,719.61	 	$	3.294	 	 	 	 
	November 1, 2017—

October 31, 2018	 	$	1,257,254.40	 	$	104,771.20	 	$	3.392	 	 	 	 
	* Subject to the terms of Section 3.2 of this Lease."	 






        5.     Abated Base Rent.    The parties hereto acknowledge and agree that the Base Rent Abatement Period referenced in  Section 3.2 of the Lease
shall commence on November 1, 2008, and shall end on January 31, 2009. 


        6.     Security Deposit.    Effective as of the date of this First Amendment,  Section 8 of the Summary of the Lease is hereby amended and
restated in its entirety as follows: 



							
	"8.	 	Security Deposit

(Article 21):	 	$104,771.20."






        Landlord
and Tenant acknowledge that, in accordance with Article 21 of the Lease, Tenant has previously delivered a security
deposit to Landlord in the amount of $95,880.49 (the "Original Security Deposit"). Concurrently with Tenant's execution of this First Amendment, Tenant
shall deposit with Landlord an additional amount equal to $8,890.71, which amount, together with the Original Security Deposit, shall be the Security Deposit under the Lease. 


        7.     Increase in Improvement Allowance.    Effective as of the date of this First Amendment,  Section 13 of the Summary of the Lease is hereby
amended and restated in its entirety as follows: 



							
	"13.	 	Improvement Allowance

(Section 2 of Exhibit B):	 	$1,028,374.20 (i.e., $35.70 per

usable square foot of the Premises)."





2







 

        Additionally,
the reference to "$25.00" set forth in the second line of Section 2.1.1 of the Work Letter attached to the Lease as  Exhibit B is hereby
replaced with "$35.70." 



        8.     Brokers.    Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate
broker or agent in connection with the negotiation of this First Amendment other than Cushman & Wakefield of California Inc. and The Staubach Company (the
"Brokers"), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this First Amendment. Each
party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including
without limitation reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent,
other than the Brokers, occurring by, through, or under the indemnifying party. The terms of this Section 8 shall survive the expiration or
earlier termination of the term of the Lease, as hereby amended. 


        9.     No Further Modification.    Except as specifically set forth in this First Amendment, all of the terms and
provisions of the Lease shall remain unmodified and in full force and effect. 


3







 

        IN
WITNESS WHEREOF, this First Amendment has been executed as of the day and year first above written. 



					
	 	 	"LANDLORD"
	

 	
 	

KILROY REALTY, L.P.,

a Delaware limited partnership
	

 	
 	

By:	
 	

Kilroy Realty Corporation,

a Maryland corporation,

General Partner
	

 	
 	

By:	
 	

/s/ JEFFREY C. HAWKEN








	

 	
 	

Name:	
 	

Jeffrey C. Hawken








	

 	
 	

Its:	
 	

Executive Vice President, Chief Operating Officer








	

 	
 	

By:	
 	

/s/ NADINE K. KIRK








	

 	
 	

Name:	
 	

Nadine K. Kirk








	

 	
 	

Its:	
 	

Vice President Legal Administrator














 





					
	 	 	"TENANT"
	

 	
 	

OMP, INC.,

a Delaware corporation
	

 	
 	

By:	
 	

/s/ PRESTON S. ROMM








	

 	
 	

Name:	
 	

PRESTON S. ROMM








	

 	
 	

Its:	
 	

Chief Financial Officer/EVP








	

 	
 	

By:	
 	

  








	

 	
 	

Name:	
 	

  









	

 	
 	

Its:	
 	

  













4











QuickLinks



Exhibit 10.45


FIRST AMENDMENT TO OFFICE LEASE

RECITALS

AGREEMENT